Dr Pepper Snapple Group, Inc. (Form: 8-K, Received: 01/31/2017 16:38:35)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 31, 2017

Dr Pepper Snapple Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33829	98-0517725
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

5301 Legacy Drive, Plano, Texas		75024
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 972-673-7000

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 31, 2017 (the “Closing Date”), Dr Pepper Snapple Group, Inc. (the “Company”) completed its previously announced acquisition of Bai Brands LLC (“Bai”), pursuant to the terms of the Agreement and Plan of Merger, dated as of November 21, 2016 (the “Original Merger Agreement”), and as amended on January 31, 2017 (“Amendment No. 1” and, together with the Original Merger Agreement as amended by Amendment No. 1, the “Merger Agreement”), by and among the Company, Superfruit Merger Sub, LLC (“Merger Sub”), Bai and Fortis Advisors LLC, in its capacity as the Member Representative. Capitalized terms used herein have the meanings set forth in the Merger Agreement.

On the Closing Date, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Bai (the “Merger”), with Bai surviving the Merger as a wholly-owned indirect subsidiary of the Company (the “Effective Time”).

At the Effective Time, each Class A Voting Common Unit, Class B Voting Common Unit, Non-Voting Common Unit and Profits Interest Unit held by the members of Bai (the “Members”) (together the “Bai Units”) (including all Bai Units to be issued upon the vesting of Restricted Units held by the Members and all Bai Units to be issued upon the exercise (including the deemed exercise) of Warrants held by the Members) were cancelled and exchanged for an aggregate of USD $1.7 billion in cash, as adjusted and subject to the reduction of certain expenses set forth in the Merger Agreement (the “Merger Consideration”). A portion of the Merger Consideration is being held in escrow to secure the indemnification obligations of the Members.

As previously disclosed, on December 14, 2016, the Company entered into the Seventh Supplemental Indenture by and among the Company, Well Fargo Bank, N.A. (“Wells Fargo”), as trustee, and the guarantors party thereto, to the Indenture, dated as of December 15, 2009, by and among the Company, Wells Fargo and the guarantors party thereto, in connection with the issuance of USD $1.55 billion of senior unsecured notes consisting of $250 million aggregate principal amount of 2.530% Senior Notes due 2021 (the “2021 Notes”), $500 million aggregate principal amount of 3.130% Senior Notes due 2023 (the “2023 Notes”), $400 million aggregate principal amount of 3.430% Senior Notes due 2027 (the “2027 Notes”) and $400 million aggregate principal amount of 4.420% Senior Notes due 2046 (the “2046 Notes” and, together with the 2021 Notes, the 2023 Notes and the 2027 Notes, the “Notes”). The Notes were issued in an underwritten offering registered under the Securities Act of 1933, as amended. The Company used the net proceeds from the issuance of the Notes, together with working capital, to fund the Merger Consideration.

The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Original Merger Agreement (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed November 23, 2016 and incorporated by reference herein) and Amendment No. 1, which is filed as Exhibit 2.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On January 31, 2017, the Company issued a press release announcing the completion of the Merger. A copy of such press release is attached as Exhibit 99.1 and incorporated herein by reference.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of November 21, 2016, by and among the Dr Pepper Snapple Group, Inc., Superfruit Merger Sub, LLC, Bai Brands LLC and Fortis Advisors LLC (Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed November 23, 2016 and incorporated by reference herein)
2.2		Amendment No. 1, dated as of January 31, 2017, to Agreement and Plan of Merger, dated as of November 21, 2016, by and among the Dr Pepper Snapple Group, Inc., Superfruit Merger Sub, LLC, Bai Brands LLC and Fortis Advisors LLC
99.1		Dr Pepper Snapple Group, Inc. Press Release dated January 31, 2017 — “Dr Pepper Snapple Group Completes Acquisition of Bai Brands LLC”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Dr Pepper Snapple Group, Inc.

January 31, 2017	By:	James L. Baldwin
		Name: James L. Baldwin
		Title: Executive Vice President & General Counsel

EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of November 21, 2016, by and among the Dr Pepper Snapple Group, Inc., Superfruit Merger Sub, LLC, Bai Brands LLC and Fortis Advisors LLC (Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed November 23, 2016 and incorporated by reference herein)
2.2		Amendment No. 1, dated as of January 31, 2017, to Agreement and Plan of Merger, dated as of November 21, 2016, by and among the Dr Pepper Snapple Group, Inc., Superfruit Merger Sub, LLC, Bai Brands LLC and Fortis Advisors LLC
99.1		Dr Pepper Snapple Group, Inc. Press Release dated January 31, 2017 —“Dr Pepper Snapple Group Completes Acquisition of Bai Brands LLC”

Exhibit 2.2

Execution Version

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

This Amendment No. 1, dated as of January 31, 2017 (this “ Amendment ”), to the Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of November 21, 2016, by and among Bai Brands LLC, a New Jersey limited liability company (the “ Company ”), Dr Pepper Snapple Group, Inc., a Delaware corporation (the “ Purchaser ”), Superfruit Merger Sub, LLC (“ Merger Sub ”), and Fortis Advisors LLC, a Delaware limited liability company, in its capacity as the representative of the members of the Company (the “ Member Representative ”).

WHEREAS, the Company, the Purchaser, Merger Sub and the Member Representative have previously entered into the Merger Agreement pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned indirect subsidiary of the Purchaser;

WHEREAS, pursuant to and in accordance with clause (b) of Section 11.2 of the Merger Agreement Dr Pepper Snapple Group, Inc. has assigned its rights and obligations under the Merger Agreement to Mott’s LLP, an indirect wholly owned subsidiary of Dr Pepper Snapple Group, Inc. (the “ Assignment ”); and

WHEREAS, pursuant to Section 11.9 of Merger Agreement, the parties desire to amend the Merger Agreement prior to the Effective Time.

NOW, THEREFORE, in consideration of the foregoing, the representations, warranties, covenants and agreements set forth in this Amendment, and other good and valuable consideration, the adequacy and receipt of which hereby are acknowledged, the parties hereby agree as follows:

1. Defined Terms . All capitalized terms used herein shall have the meanings set forth in the Merger Agreement, unless the context indicates otherwise.

2. Amendments to the Merger Agreement . The Merger Agreement is hereby amended as set forth in Schedule A .

3. Assignment . Notwithstanding the Assignment, and in addition to its obligations pursuant to an assignment under clause (b) of Section 11.2, the Purchaser hereby agrees that it shall be jointly and severally liable for any obligations of Mott’s LLP under the Merger Agreement.

4. Demand Grid Promissory Note . That certain Direction Letter, dated as of January 31, 2017, by and between the Purchaser, the Company, Merger Sub, Mott’s LLP, the Member Representative and the Founder (the “ Direction Letter ”) shall be deemed to constitute evidence of repayment of the Demand Grid Promissory Note as required by Section 3.1(a)(v)

of the Merger Agreement. Notwithstanding anything in the Merger Agreement to the contrary, the amounts due to the Company pursuant to the Demand Grid Promissory Note shall be treated in accordance with the Direction Letter.

5. Entire Agreement . This Amendment, the Merger Agreement, the Confidentiality Agreement, the letter agreements dated as of the date hereof and the Ancillary Agreements set forth the entire agreement among the parties in respect of the Merger and supersedes any prior agreement (whether oral or written) relating to the Proposed Transaction among the parties or any of their respective Affiliates and shall supersede all prior agreements and undertakings, written or oral, with respect thereto and shall be interpreted without reference to any prior drafts thereof.

6. Counterparts . This Amendment may be executed in any number of separate counterparts (including by means of facsimile or portable document format (.pdf)), each of which is an original but all of which taken together shall constitute one and the same instrument.

7. Governing Law . This Amendment shall be governed by and construed in accordance with the law of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would lead to the application of the laws of any other jurisdiction.

8. Miscellaneous .

a. Any conflict arising between this Amendment and the Merger Agreement shall be resolved in favor of the terms and intent of this Amendment.

b. Except as otherwise provided herein, the Merger Agreement shall remain unchanged and in full force and effect.

c. From and after the execution of this Amendment by the parties hereto, any reference to the Merger Agreement shall be deemed to be a reference to the Merger Agreement as amended by this Amendment.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

	COMPANY:


	BAI BRANDS LLC


	By:	/s/ Ben Weiss
		Name: Ben Weiss
		Title: Managing Member and CEO


	PURCHASER:


	DR PEPPER SNAPPLE GROUP, INC.


	By:	/s/ Marty M. Ellen
		Name: Marty M. Ellen
		Title: Executive Vice President & CFO


	MOTT’S LLP


	By:	/s/ James L. Baldwin
		Name: James L. Baldwin
		Title: Executive Vice President & Secretary


	MERGER SUB:


	SUPERFRUIT MERGER SUB, LLC


	By:	/s/ James L. Baldwin
		Name: James L. Baldwin
		Title: Executive Vice President & Secretary

[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]

	FORTIS ADVSIORS LLC, AS THE MEMBER REPRESENTATIVE:

	By:	/s/ Ryan Simkin
		Name: Ryan Simkin
		Title: Managing Director

[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]

Exhibit 99.1

FOR IMMEDIATE RELEASE	Contacts: Media Relations
	Chris Barnes, (972) 673-5539

	Investor Relations
	Heather Catelotti, (972) 673-5869

DR PEPPER SNAPPLE GROUP COMPLETES

ACQUISITION OF BAI BRANDS LLC

PLANO, Texas (Jan. 31, 2017) — Dr Pepper Snapple Group, Inc. (NYSE: DPS) has closed its previously announced acquisition of Bai Brands LLC.

The acquisition for $1.7 billion in cash includes a tax benefit of approximately $400 million on a net present value basis.

“The Bai team has fostered a passionate, winning culture while hitting the bull’s-eye in meeting consumers’ needs for better-for-you beverages,” said Larry Young, DPS president and CEO. “Now that they’re part of the DPS family, we’re going to let them continue to fly and build on the entrepreneurial spirit that’s driven their success while providing them access to the full complement of Dr Pepper Snapple’s resources and capabilities.”

Bai, with headquarters remaining in Hamilton, N.J., now operates as part of DPS’s Packaged Beverages segment and continues to be led by brand founder Ben Weiss.

About Dr Pepper Snapple Group

Dr Pepper Snapple Group (NYSE: DPS) is a leading producer of flavored beverages in North America and the Caribbean. Our success is fueled by more than 50 brands that are synonymous with refreshment, fun and flavor. We have seven of the top 10 non-cola soft drinks, and 12 of our 14 leading brands are No. 1 or No. 2 in their flavor categories. In addition to our flagship Dr Pepper and Snapple brands, our portfolio includes 7UP, A&W, Bai, Canada Dry, Clamato, Crush, Hawaiian Punch, Mott’s, Mr & Mrs T mixers, Peñafiel, Rose’s, Schweppes, Squirt and Sunkist soda. To learn more about our iconic brands and Plano, Texas-based company, please visit www.DrPepperSnapple.com. For our latest news and updates, follow us at www.Facebook.com/DrPepperSnapple or www.Twitter.com/DrPepperSnapple.

About Bai

Bai, a brand of Dr Pepper Snapple Group, brings great taste and better ingredients together, with a lineup that spans across several high-growth beverage categories including enhanced water, carbonated flavored water, coconut water and premium ready-to-drink teas. Its Bai and Bai Bubbles lines offer fresh fruit flavor and antioxidants with no artificial sweeteners and only 5 calories and 1 gram of sugar per serving. Bai also offers Antiwater, an antioxidant-infused, super-purified bottled water. For more information, visit www.drinkbai.com

Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, statements about future events, future financial performance including earnings estimates, plans, strategies, expectations, prospects, competitive environment, regulation, and cost and availability of raw materials. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “may,” “will,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend” or the negative of these terms or similar expressions. These forward-looking statements have been based on our current views with respect to future events and financial performance. Our actual financial performance could differ materially from those projected in the forward-looking statements due to the inherent uncertainty of estimates, forecasts and projections, and our financial performance may be better or worse than anticipated. Given these uncertainties, you should not put undue reliance on any forward-looking statements. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2015, and our other filings with the Securities and Exchange Commission. Forward-looking statements represent our estimates and assumptions only as of the date that they were made. We do not undertake any duty to update the forward-looking statements, and the estimates and assumptions associated with them, after the date of this release, except to the extent required by applicable securities laws.

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